Common use of Establishment of Series Accounts Clause in Contracts

Establishment of Series Accounts. (a) The Servicer, for the benefit of the Series 1997-1 Certificateholders, shall establish and maintain an Eligible Deposit Account in the name of the Trustee, on behalf of the Trust (the "Series 1997-1 Trustee's Account"), which shall be identified as the "Series 1997-1 Trustee's Account for the Federal-Mogul Trade Receivables Master Trust, Series 1997-1" and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1997-1 Certificateholders. The Series 1997-1 Trustee's Account initially shall be established as a segregated trust account at The Chase Manhattan Bank. (b) At the direction of the Servicer (which may be a standing direction), funds on deposit in the Series 1997-1 Trustee's Account shall be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 1997-1 Certificateholders. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Series 1997-1 Trustee's Account shall be applied as set forth in Section 4.05 of this Series Supplement. Funds on deposit in the Series 1997-1 Trustee's Account shall be invested at the written direction of the Servicer in Eligible Investments that will mature so that such funds will be available on or before the close of business on the Business Day next preceding the following Distribution Date. Funds deposited in the Series 1997-1 Trustee's Account on a Business Day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (i) The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in, and all Eligible Investments credited to, the Series 1997-1 Trustee's Account and in all proceeds thereof. The Series 1997-1 Trustee's Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-1

Establishment of Series Accounts. (a) The Servicer, for the benefit of the Series 1997-1 Certificateholders, Trustee shall establish cause to be established and maintain an Eligible Deposit Account maintained in the name of the Trustee, on behalf of the Trust Trust, (i) for the benefit of the VFC Certificateholders and for the benefit, subject to the prior interest of the VFC Certificateholders, of the holder of the Subordinated Certificate, a subaccount of the Collection Account (the "Series 1997-1 Trustee's AccountCollection Subaccount"), which shall be identified as subaccount is the "Series 1997-1 Trustee's Account for the Federal-Mogul Trade Receivables Master Trust, Collection Subaccount with respect to Series 1997-1" and shall bear , bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the VFC Certificateholders and for the benefit, subject to the prior interest of the VFC Certificateholders, of the holder of the Subordinated Certificate; (ii) for the benefit of the VFC Certificateholders and for the benefit, subject to the prior interest of the VFC Certificateholders, of the holder of the Subordinated Certificate, two subaccounts of the Series 1997-1 Certificateholders. The Collection Subaccount: the Series 1997-1 Trustee's Account initially Principal Collection Sub-subaccount and the Series 1997-1 Non-Principal Collection Sub-subaccount (respectively, the "Series 1997-1 Principal Collection Sub-subaccount" and the "Series 1997-1 Non-Principal Collection Sub-subaccount"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the VFC Certificateholders and for the benefit, subject to the prior interest of the VFC Certificateholders, of the holder of the Subordinated Certificate; and (iii) for the benefit of the VFC Certificateholders, a subaccount of the Series 1997-1 Non-Principal Collection Sub-subaccount (the "Series 1997-1 Accrued Interest Sub-subaccount"; all accounts established pursuant to this subsection 3C.2(a) being referred to herein collectively as the "Series Accounts" and the accounts listed on Schedule 1 being referred to herein, collectively as the "Trust Accounts"). The Trustee shall possess all right, title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Series Accounts and Trust Accounts and in all proceeds thereof. The Trust Accounts and the Series Accounts shall be established as a segregated trust account at The Chase Manhattan Bankunder the sole dominion and control of the Trustee for, in the case of the Series Accounts, the exclusive benefit of the VFC Certificateholders and to the extent applicable, subject to the prior interest of the VFC Certificateholders, to the holder of the Subordinated Certificate. (b) At the direction of the Servicer (which may be a standing direction), funds on deposit All Eligible Investments in the Series 1997-1 Trustee's Account shall be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments Accounts shall be held by the Trustee for the exclusive benefit of the VFC Certificateholders and, subject to the prior interest of the VFC Certificateholders, of the holder of the Subordinated Certificate; provided, however, that funds on deposit in a Series Account may, at the direction of the Master Servicer, be invested together with funds held in sub-subaccounts of the Collection Account that are not Series Accounts. After giving effect to any distribution to the Company pursuant to subsection 3C.3(c), amounts on deposit and available for investment in the Series 1997-1 CertificateholdersPrincipal Collection Sub-subaccount shall be invested by the Trustee at the written direction of the Company in Eligible Investments that mature, or that are payable or redeemable upon demand of the holder thereof, (i) in the case of any such investment made during the Revolving Period, on or prior to the next Business Day and (ii) in the case of any such investment made during the Amortization Period, on or prior to the next subsequent Funding Period Determination Date. On each Distribution Amounts on deposit and available for investment in the Series 1997-1 Non-Principal Collection Sub-subaccount and the Series 1997-1 Accrued Interest Sub-subaccount shall be invested by the Trustee at the written direction of the Company in Eligible Investments that mature, or that are payable or redeemable upon demand of the holder thereof, on or prior to the next subsequent Determination Date or Funding Period Determination Date, as the case may be. As of the Determination Date or Funding Period Determination Date, as the case may be, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Series 1997-1 Trustee's Account shall be applied as set forth in Section 4.05 of this Series Supplement. Funds on deposit in the Series 1997-1 Trustee's Account shall be invested at the written direction of the Servicer in Eligible Investments that will mature so that such funds will be available on or before the close of business on the Business Day next preceding the following Distribution Date. Funds deposited in the Series 1997-1 Trustee's Account on a Business Day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to Accrued Interest Sub- subaccount shall be invested overnight. (i) The Trustee shall possess all right, title and interest deposited in and to all funds on deposit from time to time in, and all Eligible Investments credited to, the Series 1997-1 Trustee's Account Non- Principal Collection Sub-subaccount. All interest and investment earnings (net of losses and investment expenses) on funds deposited in all proceeds thereof. The the Series 1997-1 Trustee's Account Principal Collection Sub-subaccount shall be under the sole dominion and control of the Trustee for the benefit of deposited in the Series 1997-11 Non- Principal Collection Sub-subaccount. The Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Trustee resulting from any investment loss on any Eligible Investment included therein (except to the extent that the Trustee is the obligor and has defaulted thereon).

Establishment of Series Accounts. (a) The Servicer, for the benefit of the Series 19971995-1 Certificateholders, shall establish and maintain an Eligible Deposit Account in the name of the Trustee, on behalf of the Trust Trust, with an Eligible Institution a segregated trust account accessible only by the Trustee (the "Series 1997SERIES 1995-1 Trustee's AccountTRUSTEE'S ACCOUNT"), which shall be identified as the "Series 19971995-1 Trustee's Account for the Federal-Mogul Nine West Trade Receivables Master Trust, Series 19971995-1" and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19971995-1 Certificateholders. The Series 19971995-1 Trustee's Account initially shall be established at The Bank of New York. (b) The Program Agent, for the benefit of CRC and the Liquidity Providers, shall establish and maintain in its own name, on behalf of CRC and the Liquidity Providers, with an Eligible Institution a segregated account accessible only by the Program Agent (the "PROGRAM AGENT'S ACCOUNT"), which shall be identified as the "Program Agent's Account for the Nine West Trade Receivables Master Trust, Series 1995-1" and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1995-1 Certificateholders. The Program Agent's Account initially shall be established at Citibank, N.A. (i) The Servicer, for the benefit of the Series 1995-1 Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, with an Eligible Institution a segregated trust account at The Chase Manhattan Bankaccessible only by the Trustee (the "CURE ACCOUNT"), which shall be identified as the "Cure Account for the Nine West Trade Receivables Master Trust, Series 1995-1" and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1995-1 Certificateholders. (bii) At the direction of the Servicer (which may be a standing direction), funds on deposit in the Series 1997-1 Trustee's Cure Account shall be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 19971995-1 Certificateholders. On each Distribution Date and on each Interest Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Series 1997-1 Trustee's Cure Account shall be applied as set forth in Section 4.05 of this Series Supplement. Funds on deposit in the Series 1997-1 Trustee's Account shall be invested at the written direction of the Servicer in Eligible Investments that will mature so that such funds will be available on or before the close of business on the Business Day next preceding the following Distribution Date. Funds deposited in the Series 1997-1 Trustee's Account on a Business Day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnightSECTION 4. (i) The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in, and all Eligible Investments credited to, the Series 1997-1 Trustee's Account and in all proceeds thereof. The Series 1997-1 Trustee's Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-1

Establishment of Series Accounts. (a) The ServicerTrustee, for the benefit of the Series 19972001-1 Certificateholders, shall establish and maintain an Eligible Deposit Account or cause to be established and maintained in the name of the Trustee, on behalf of the Trust Trust, with an Qualified Institution designated by the Servicer, a segregated trust account within the corporate trust department of such Qualified Institution (the "Series 1997-1 Trustee's Spread Account"), which shall be identified as the "Series 1997-1 Trustee's Account for the Federal-Mogul Trade Receivables Master Trust, Series 1997-1" and shall bear -------------- bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Series 19972001-1 Certificateholders. The Series 1997-1 Trustee's Servicer hereby designates the Trustee as the Qualified Institution with whom the Spread Account will initially shall be established as a segregated trust account at The Chase Manhattan Bankmaintained. (b) At The Trustee, for the direction benefit of each Senior Class Certificateholder, shall establish and maintain or cause to be established and maintained in the name of the Servicer Trustee, on behalf of the Trust, within the corporate trust department of an Qualified Institution designated by the Servicer, a segregated trust account with respect to each Class of the Senior Class Certificates (which may be each, a standing direction"Pre-Funding Account"), which will bear a ------------------- designation clearly indicating that the funds deposited therein are held in trust for the benefit of the applicable Senior Class Certificateholder. The Servicer hereby designates the Trustee as the Qualified Institution with whom the Pre-Funding Accounts will initially be maintained. (c) The Trustee, for the benefit of the applicable Series 2001-1 Certificateholders, shall possess all right, title and interest in all funds on deposit from time to time in the Series Accounts and in all proceeds thereof. The Trustee at all times shall maintain accurate records reflecting each transaction in the Series Accounts. Pursuant to the authority granted to it pursuant to the Agreement, the Servicer shall have the power, revocable by the Trustee, to withdraw funds, and to instruct the Trustee to withdraw funds from the Series Accounts for the purpose of carrying out its duties hereunder. Funds on deposit in the Spread Account shall at all times be invested in Eligible Investments. Any such investment shall mature and such funds shall be available for withdrawal on or prior to the Distribution Date following the Monthly Period in which such funds were processed for collection. Subject to the restrictions set forth above, the Servicer shall instruct the Trustee or the Qualified Institution maintaining the Spread Account in writing with respect to the investment of funds on deposit in the Series 1997-1 Trustee's Account shall be invested by Spread Account. For purposes of determining the Trustee availability of funds or the balances in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 1997-1 Certificateholders. On each Distribution DateAccounts for any reason under this Agreement, all interest and other investment earnings (net of losses and investment expenses) on such funds shall be deemed not to be available or on deposit in until actually credited to such Series Accounts. Eligible Investments shall not be disposed of prior to their maturity. (d) On each Distribution Date, the Series 1997-1 Trustee's Account shall be applied as set forth in Section 4.05 of this Series Supplement. Funds on deposit in the Series 1997-1 Trustee's Account shall be invested , acting at the written direction of the Servicer in Eligible Investments that will mature so that such funds will be available on or before Servicer, shall transfer to the close Collection Account all interest and other investment earnings (net of business on the Business Day next preceding the following Distribution Date. Funds deposited in losses and investment expenses) credited to the Series 1997Accounts during the preceding Monthly Period. The amounts so transferred shall be treated as Collections of Finance Charge Receivables allocable to the Series 2001-1 Trustee's Account on a Business Day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnightCertificates. (i) The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in, and all Eligible Investments credited to, the Series 1997-1 Trustee's Account and in all proceeds thereof. The Series 1997-1 Trustee's Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-1